Regarding the "Poison Pill", i.e. Shareholder Rights Plan, see below from the Proxy Statement dated March 10, 2017. The proposal was approved at the annual meeting:
The Board has determined that adopting the Shareholder Rights Plan is in the best interest of the Company and its stockholders. The Board’s desire to adopt the Shareholder Rights Plan is not in response to or in anticipation of any pending or threatened take-over bid, nor to generally deter take-over bids. The Board desires to adopt the Shareholder Rights Plan to ensure that the Company’s stockholders are treated fairly in connection with any bid to acquire control of the Company.
The Shareholder Rights Plan contains certain provisions that are intended to give the Company’s stockholders adequate time to properly assess a take-over bid and to lessen the pressure on the Company’s stockholders to tender that is typically encountered by stockholders of companies that are subject to take-over bids. Pursuant to the Shareholder Rights Plan, certain take-over bids will trigger provisions of the Shareholder Rights Plan that may make it more costly or time consuming to acquire control of the Company. The Shareholder Rights Plan exempts certain take-over bids from such provisions of the Shareholder Rights Plan but such take-over bids must comply with other provisions of the Shareholder Rights Plan relating to the amount of time such take-over bids must remain open and the necessary stockholder approval threshold.
The Shareholder Rights Plan is not intended to prohibit a take-over of the Company. The Shareholder Rights Plan is simply intended to ensure that any take-over is fair to and in the best interests of the Company’s stockholders.
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